EXHIBIT 10.35 AMENDMENT NO. 1 TO MEMBERSHIP INTEREST PURCHASE AGREEMENT

<PAGE>

                                                                   EXHIBIT 10.35

                                 AMENDMENT NO. 1

                                       TO

                     MEMBERSHIP INTEREST PURCHASE AGREEMENT

      THIS AMENDMENT NO. 1 TO MEMBERSHIP INTEREST PURCHASE AGREEMENT (this

"Amendment") is made and entered into as of January __, 2005, by and between

Warp Technology Holdings, Inc. ("Warp") and Gupta Holdings, LLC ("Gupta").

Capitalized terms used but not otherwise defined herein shall be deemed to have

the meanings given to such terms by the MIPA or the Extension Agreement (as such

terms are defined below).

                                   WITNESSETH

      WHEREAS, ISIS Capital Management, LLC ("ISIS") and Gupta are parties to

that certain Membership Interest Purchase Agreement dated September 2, 2004 (the

"MIPA") and to that certain related Extension Agreement dated September 27, 2004

(as amended by that certain Amendment No. 1 to Extension Agreement made by and

between ISIS and Gupta on October 13, 2004, that certain Amendment No. 2 to

Extension Agreement made by and between Warp and Gupta on December 8, 2004 and

that certain Amendment No. 3 to Extension Agreement made by and between Warp and

Gupta on January 3, 2005, the "Extension Agreement");

      WHEREAS, ISIS has assigned all of its rights as the Purchaser under the

MIPA to Warp, and Warp has assumed all of the obligations of ISIS as the

Purchaser under the MIPA (provided that ISIS remains liable to the extent set

forth in Section 8.6 of the MIPA);

      WHEREAS, Warp and Gupta wish to amend the MIPA with this Amendment as

provided herein; and

      WHEREAS, ISIS wishes to acknowledge and agree to such amendments for

purposes of its liabilities under Section 8.6 of the MIPA.

      NOW, THEREFORE, in consideration of the foregoing premises and the

respective covenants and agreements hereinafter contained, the parties hereby

agree as follows:

                                    AGREEMENT

      I.    AMENDMENT OF MIPA.

            The MIPA is hereby amended as follows:

            A. Section 2.3 "The Purchase Price" is hereby amended to read in its

entirety as follows:

                                       1

<PAGE>

            "The Purchase Price. The purchase price (items (1) - (5)

collectively, the "Purchase Price") for the Membership Interests shall equal:

                  (1) Fifteen Million Seven Hundred Fifty Thousand Dollars

($15,750,000) (the "Cash Payment"), against which the Two Million Two Hundred

Fifty Thousand Dollars ($2,250,000) previously paid to Seller as a

Non-Refundable Fee pursuant to the Extension Agreement shall be credited;

                  (2) The $750,000 Senior Secured Promissory Note and related

Warrant to Purchase Common Stock, each issued by Warp to Gupta, and the related

Senior Note and Warrant Purchase Agreement, Senior Security Agreement, Senior

Subsidiary Security Agreement, Collateral Agency Agreement, Intercreditor and